structure: PG will inject $1.8 billion in cash into Duracell prior to the sale. It will then swap the enlarged company for BRK’s 52.8 million share holding in PG. This makes the headline number for the deal $4.7 billion.

a win-win

PG has been interested for years in offloading Duracell, which it acquired through its purchase of Gillette in 2005. Duracell has gone ex growth, as today’s mobile devices like smartphones use rechargeable batteries, not disposables. Complicating the issue is the fact that Duracell is on the books at the price Gillette paid for it in the 1980s. So a sale for cash would presumably trigger a big capital gains tax.

With this deal, PG gets rid of a no-growth brand that no trade buyers were beating down the door to get. It avoids taxes. It accomplishes a share buyback at the same time and takes out a large seller whose activity would depress the stock price, to boot. So, for PG the deal is a big winner.

BRK offloads its entire holding in PG at once. I estimate the task would take three months in the open market, during which time PG shares would doubtless be depressed as the news hit Wall Street’s trading floors. BRK also avoids taxes on a position that’s on its books at the cost of Gillette convertible bonds it bought in 1989.

On the surface, it appears that BRK doesn’t make out so well. It has aguably swapped a slow-growth dog for money plus a no-growth cat. But let’s look at the numbers.

Let’s say sale of the PG shares in the open market would bring in $4.7 billion but trigger taxes due of $1.2 billion (a number I just made up). So the net to it is $3.5 billion. By doing this deal instead, BRK gets $1.8 million in cash plus 100% ownership of a company that generated $400 million+ in cash over the past year. This means BRK only needs Duracell to stay afloat for four more years to recover the price it’s paying. In addition, PG disappears from the portfolio everyone watches (as a 100% holding, Duracell never makes it in). Looks like a good deal.

what catches my eye

I hadn’t realized before, but I’ve read in the Financial Times and the Wall Street Journal that this is the third such deal BRK has done in the past year. This looks a lot to me like portfolio housecleaning.

Warren Buffett’s trademark has long been to buy consumer-oriented stocks with strong brand names, superior products and excellent distribution networks. All are “moats” that defend against competition. However, all these competitive advantages are being steadily eroded by generational and technological change.

It looks to me like a big (and overdue) strategy shift may be underway at BRK–one that the company, understandably, wants to keep under wraps for as long as possible.